Corporations

This course examines formation and organization of corporations; financing the corporation; purposes and powers (ultra vires doctrine); transfer of shares (restriction of transfers; Article 8 U.C.C.); distribution of powers between shareholders and directors; some important aspects of the Securities Act of 1933, Securities Exchange Act of 1934; sale of controlling interest; derivative actions; preemptive rights; voting rights; dividends and distributions, organic changes; and dissolutions and liquidations.

Grading and Method of Evaluation

Letter grade only. Final exam.

European Union Law

The course covers the fundamentals of the legal structure of the European Union, with particular emphasis on the law-creating pillar of the Union, the European Community ("EC"). We will also devote some attention to the legal provisions for the creation and operation of the European common market. Examples of legislative and governance instruments for regulating the common market will be drawn primarily from the area of competition (or antitrust) law, which is the oldest supra-national policy of the EC.

Letter grade only. A paper is required which may be used to satisfy the Upperclass Writing Requirement.

Investment Management Regulation

Pre-requisite: Corporations

This course will cover the law of investment management regulation relating to pooled investment funds such as investment companies and hedge funds. The focus of the course will be on relevant portions of the Investment Advisers Act of 1940 and the Investment Company Act of 1940 subjecting funds to SEC regulation, and the general regulation of mutual funds and similar vehicles.

Grading and Method of Evaluation

Letter grade only. Final exam.

Regulation of Financial Institutions And Markets Seminar

Pre-requisite: Corporations

This seminar will address the failure of existing federal regulation of financial institutions to prevent the financial meltdown of 2008-09 and financial regulation reform in response to that meltdown.

Grading and Method of Evaluation

A research paper is required which may be used to satisfy the Upperclass Writing Requirement. With the approval of the instructor, students may elect to earn an additional credit by writing a substatial paper.

Securities Regulation

Pre or Co-requisite: Corporations

This course provides an overview of the federal securities laws and the work of the Securities and Exchange Commission. The course focuses on two federal statutes: the Securities Act of 1933, which regulates the distribution of securities; and the Securities Exchange Act of 1934, which regulates the markets for the trading of securities. Subjects covered include registration procedures and exemptions, disclosure requirements, the prohibitions against fraud and manipulation, regulation of brokers and dealers, the definition of the term "security" (i.e., the scope of the securities laws), enforcement and civil liability, regulation of tender offers, and professional responsibility of lawyers.